EXHIBIT 10.1


     AMENDMENT NO. 1 dated as of July 28, 2000 (this "Amendment"), to the credit
     agreement  dated as of January  7, 1999,  as  amended  and  restated  as of
     February  29,  2000,  among  CENTENNIAL  CELLULAR  OPERATING  CO.  LLC,  as
     Borrower;   CENTENNIAL  PUERTO  RICO  OPERATIONS  CORP.,  as  PR  Borrower;
     CENTENNIAL COMMUNICATIONS CORP., as a Guarantor  ("Centennial");  the other
     Guarantors party hereto; each of the lenders from time to time party hereto
     (individually,  a "Lender" and,  collectively,  the  "Lenders");  THE CHASE
     MANHATTAN  BANK,  as co-lead  arranger  and  co-syndication  agent (in such
     capacity, together with its successors in such capacity,  "Chase"); MERRILL
     LYNCH & CO. and MERRILL  LYNCH,  PIERCE,  FENNER & SMITH  INCORPORATED,  as
     co-lead arranger and co-syndication agent (in such capacity,  together with
     its successors in such capacity,  and Chase, the "Co-Syndication  Agents");
     BANK OF  AMERICA,  N.A.,  as  arranger  and  administrative  agent (in such
     capacity,  together with its successors in such  capacity,  "Administrative
     Agent");  and THE BANK OF NOVA  SCOTIA,  as  documentation  agent  (in such
     capacity,  together with its  successors in such  capacity,  "Documentation
     Agent").

A. Pursuant to the Credit  Agreement,  the Lenders have  extended  credit to the
Borrower and the PR Borrower.

B. PR Borrower has acquired or will acquire through its newly formed Subsidiary,
Centennial Jamaica Operations Corp.  ("Jamaica  Holdings"),  a Delaware company,
51% of Centennial Digital Jamaica Limited, a Jamaican company and the owner of a
800 MHS CDMA license  covering Jamaica  (together with any of its  subsidiaries,
"Jamaica  Operations").  In connection  therewith,  the  Companies  plan to make
certain investments in the Jamaica Operations.

C. The Borrower and the PR Borrower have requested that the Majority Lenders and
the Administrative Agent agree to amend the Credit Agreement, as provided herein
and to permit the transactions described above, as provided for herein.

D. The Majority Lenders and the  Administrative  Agent are willing so to consent
to the transactions  described above and to amend the Credit Agreement,  in each
case pursuant to the terms and subject to the conditions set forth herein.

E.  Capitalized  terms  used but not  defined  herein  shall  have the  meanings
assigned to them in the Credit Agreement.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:

     SECTION  1.  Amendment  to Section  1.01.  (a)  Section  1.01 of the Credit
Agreement is hereby  amended by inserting the  following  sentence at the end of
the definition of Operating Cash Flow:

"Notwithstanding any provisions of this Agreement,  distributions  received from
Jamaica Operations may be included in the calculation of Operating Cash Flow. "

<PAGE>


     (b) Section 1.01 of the Credit Agreement is hereby amended by inserting the
following defined terms in the appropriate alphabetical order therein:

     "Jamaica  Holdings"  shall mean  Centennial  Jamaica  Operations  Corp.,  a
Delaware company.

     "Jamaica  Operations"  shall mean  Centennial  Digital Jamaica  Limited,  a
Jamaican company, and any of its subsidiaries.

     SECTION 2. Amendment to Credit  Agreement.  The Credit  Agreement is hereby
amended by adding a new Section 1.05 which provides as follows:

     "1.05 Jamaica Notwithstanding any other provisions of this Agreement:

     (a) Jamaica  Operations  shall not be Companies under the Credit  Agreement
and  other  Credit   Documents  and  shall  not  be  subject  to  any  covenant,
representation or Default made or set forth herein or therein.

     (b) All accounting and financial calculations and determinations (including
all compliance determinations under Section 9 of the Credit Agreement) hereunder
shall be made  without  consolidating  the accounts of Jamaica  Operations  with
those of the Companies, notwithstanding that such treatment is inconsistent with
GAAP.

     (c) Investments by the Companies  shall be permitted in Jamaica  Operations
in an amount not exceeding 4% of the consolidated  total assets of the Companies
in the aggregate.

     (d) Companies will pledge 100% of their Jamaica  Holdings Equity  Interests
to the  Collateral  Agent for the  benefit of the  Secured  Parties,  but Equity
Interests in Jamaica  Operations  shall not be pledged or required to be pledged
to the Collateral Agent for the benefit of the Secured Parties.

     (e)  Dispositions  of Equity  Interests in or assets of Jamaica  Operations
will not be subject to Section 9.06.

     (f) The  Companies  will be permitted  to pledge their Equity  Interests in
Jamaica  Operations to secure  financing for Jamaica  Operations and to encumber
the assets of Jamaica Operations.

     (g) Section 9.20, including the guarantee requirements thereof, shall apply
to Jamaica Holdings."

     SECTION 3.  Representations  and  Warranties.  To induce the other  parties
hereto to enter into this Amendment,  the Obligors represent and warrant to each
of the Lenders and the  Administrative  Agent that,  after giving effect to this
Amendment,  (a) the  representations and warranties set forth in Article VIII of
the Credit Agreement are true and correct in all material  respects on and as of
the date  hereof,  except to the  extent  such  representations  and  warranties
expressly  relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.

<PAGE>

     SECTION  4.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective  on the date on which the  Administrative  Agent  shall have  received
counterparts of this Amendment that, when taken together, bear the signatures of
the  Borrower,  the PR  Borrower,  the Majority  Lenders and the  Administrative
Agent.

     SECTION 5. Effect of Amendment.  Except as expressly set forth herein, this
Amendment  shall not by implication  or otherwise  limit,  impair,  constitute a
waiver of, or  otherwise  affect the rights and  remedies  of the  Lenders,  the
Administrative Agent, the Collateral Agent or the Administrative Agent under the
Credit  Agreement or any other  Credit  Document,  and shall not alter,  modify,
amend or in any way affect any of the terms, conditions,  obligations, covenants
or agreements  contained in the Credit  Agreement or any other Credit  Document,
all of which are ratified  and  affirmed in all  respects and shall  continue in
full force and effect.  Nothing herein shall be deemed to entitle any Loan Party
to a consent to, or a waiver, amendment, modification or other change of, any of
the terms,  conditions,  obligations,  covenants or agreements  contained in the
Credit   Agreement  or  any  other  Credit  Document  in  similar  or  different
circumstances.  This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement  specifically  referred to herein.  After
the date hereof,  any  reference to the Credit  Agreement  shall mean the Credit
Agreement,  as  modified  hereby.  This  Amendment  shall  constitute  a "Credit
Document"  for  all  purposes  of the  Credit  Agreement  and the  other  Credit
Documents.

     SECTION 6.  Counterparts.  This  Amendment may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together shall constitute but one and the same contract.  Delivery
of an executed  counterpart  of a signature  page of this Amendment by facsimile
transmission   shall  be  as  effective  as  delivery  of  a  manually  executed
counterpart hereof.

     SECTION  7.  Applicable  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.  Headings.  The headings of this  Amendment  are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION  9.  Expenses.  The  Borrower  agrees  to  reimburse  Chase for all
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable fees, charges and disbursements of Cravath,  Swaine & Moore,  counsel
for Chase.

<PAGE>




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed by their duly  authorized  officers,  all as of the date and year
first above written.




                           CENTENNIAL CELLULAR OPERATING CO. LLC,

                              by_________________________________
                                Name:
                                Title:


                           CENTENNIAL PUERTO RICO OPERATIONS CORP.,

                              by_________________________________
                                 Name:
                                 Title:


                           CENTENNIAL COMMUNICATIONS CORP.,

                               by________________________________
                                 Name:
                                 Title:


                           THE CHASE MANHATTAN BANK, individually and as
                           co-lead arranger and co-syndication agent,

                               by________________________________

                                 Name:
                                 Title:


                            MERRILL LYNCH, PIERCE, FENNER & SMITH
                            INCORPORATED, individually and as co-lead arranger
                            and co-syndication agent,

                                by________________________________

                                  Name:
                                  Title:


                            BANK OF AMERICA, N.A., individually and as
                            arranger and administrative agent,

                                by________________________________

                                  Name:
                                  Title:


                           THE BANK OF NOVA SCOTIA, individually and as
                           documentation agent,


                                by_________________________________

                                  Name:
                                 Title:

<PAGE>

GUARANTORS:

CENTENNIAL COMMUNICATIONS CORP.
ALEXANDRIA CELLULAR CORPORATION
ALEXANDRIA CELLULAR LICENSE
     CORPORATION
BAUCE COMMUNICATIONS, INC.
BAUCE COMMUNICATIONS OF BEAUMONT, INC.
CENTENNIAL ASHE CELLULAR CORP.
CENTENNIAL BEAUREGARD HOLDING CORP.
CENTENNIAL BENTON HARBOR CELLULAR CORP.
CENTENNIAL BENTON HARBOR HOLDING CORP.
CENTENNIAL CALDWELL CELLULAR CORP.
CENTENNIAL CARIBBEAN HOLDING CORP.
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF DEL NORTE
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF LAWRENCE
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF MODOC
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF SACRAMENTO VALLEY
CENTENNIAL CELLULAR TELEPHONE
     COMPANY OF SAN FRANCISCO
CENTENNIAL CLAIBORNE CELLULAR CORP.
CENTENNIAL CLINTON CELLULAR CORP.
CENTENNIAL DESOTO CELLULAR CORP.
CENTENNIAL FLORIDA SWITCH CORP.
CENTENNIAL IBERIA HOLDING CORP.
CENTENNIAL JACKSON CELLULAR CORP.
CENTENNIAL LAFAYETTE CELLULAR CORP.
CENTENNIAL LAKE CHARLES CELLULAR CORP.
CENTENNIAL LOUISIANA HOLDING CORP.
CENTENNIAL MEGA COMM HOLDING CORP.
CENTENNIAL MICHIANA LICENSE COMPANY LLC
CENTENNIAL MICHIGAN RSA 6 CELLULAR CORP.
CENTENNIAL MICHIGAN RSA 7 CELLULAR CORP.
CENTENNIAL PUERTO RICO HOLDING CORP. I
CENTENNIAL PUERTO RICO HOLDING CORP. II
CENTENNIAL PUERTO RICO LICENSE CORP.
CENTENNIAL PUERTO RICO OPERATIONS CORP.

<PAGE>

CENTENNIAL RANDOLPH HOLDING CORP.
CENTENNIAL SOUTHEAST LICENSE COMPANY LLC
CENTENNIAL SOUTHWEST LICENSE COMPANY LLC
CENTURY BEAUMONT CELLULAR CORP.
CENTURY CHARLOTTESVILLE CELLULAR CORP.
CENTURY EL CENTRO CORP.
CENTURY ELKHART CELLULAR CORP.
CENTURY INDIANA CELLULAR CORP.
CENTURY LYNCHBURG CELLULAR CORP.
CENTURY MICHIANA CELLULAR CORP.
CENTURY MICHIGAN CELLULAR CORP.
CENTURY ROANOKE CELLULAR CORP. (DE)
CENTURY ROANOKE CELLULAR CORP. (VA)
CENTURY SOUTH BEND CELLULAR CORP.
CENTURY YUMA CELLULAR CORP.
CENTURY YUMA PAGING CORP.
EL CENTRO CELLULAR CORP.
ELKHART METRONET, INC.
HENDRIX ELECTRONICS, INC.
HENDRIX RADIO COMMUNICATIONS, INC.
INTEGRATED SYSTEMS INC.
LAFAYETTE COMMUNICATIONS, INC.
MICHIANA METRONET, INC.
SOUTH BEND METRONET, INC.


Each as a Guarantor and Pledgor

By:___________________________
     Name:
     Title:
CENTENNIAL BEAUREGARD CELLULAR LLC,
    as a Guarantor and Pledgor


By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
   a Managing Member


By:___________________________
     Name:
     Title:

CENTENNIAL CELLULAR TRI-STATE OPERATING PARTNERSHIP,
   as a Guarantor and Pledgor

<PAGE>

By:  CENTENNIAL CLINTON CELLULAR CORP.,
as a General Partner


By:___________________________
     Name:
     Title:


CENTENNIAL HAMMOND CELLULAR LLC,
   as a Guarantor and Pledgor


 By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
  a Managing Member


By:___________________________
     Name:
     Title:

<PAGE>

CENTENNIAL MOREHOUSE CELLULAR LLC,
   as a Guarantor and Pledgor


By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
   a Managing Member


By:___________________________
     Name:
     Title:


CENTENNIAL RANDOLPH CELLULAR LLC,
   as a Guarantor and Pledgor


By:  CENTENNIAL RANDOLPH HOLDING CORP.,
   a Managing Member


By:___________________________
     Name:
     Title:

<PAGE>

IBERIA CELLULAR TELEPHONE COMPANY LLC,
   as a Guarantor and Pledgor


By:  CENTENNIAL BEAUREGARD HOLDING CORP.,
   a Managing Member


By:___________________________
     Name:
     Title:


LAFAYETTE CELLULAR TELEPHONE COMPANY,
   as a Guarantor and Pledgor


By:___________________________
     Name:
     Title:


MEGA COMM LLC,
   as a Guarantor and Pledgor


By:  MEGA COMM HOLDING CORP.,
   a Managing Member


By:___________________________
     Name:
     Title:

<PAGE>
______________________________, as a lender


     by

         Name:
         Title: